Bentall Corporation - MRRS Decision

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, SASKATCHEWAN, ONTARIO, QUÉBEC,

NOVA SCOTIA AND NEWFOUNDLAND

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

BENTALL CORPORATION

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Alberta,Saskatchewan, Ontario, Québec, Nova Scotia and Newfoundland (the "Jurisdictions") has received an application fromBentall Corporation (the "Filer") for a decision under the securities legislation of the Jurisdictions (the "Legislation") thatthe Filer be deemed to have ceased to be a reporting issuer in the Jurisdictions or the equivalent thereof under theLegislation;

AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"),the Commission des valeurs mobilières du Québec is the principal regulator for this application;

AND WHEREAS the Filer has represented to the Decision Makers that:

1. The Filer is a corporation continued under the Canada Business Corporations Act (the "CBCA"), is a reportingissuer in each of the Jurisdictions and is not in default of any of the requirements of the Legislation;

2. the Filer's head office is located in Vancouver, British Columbia;

3. the authorized capital of the Filer consists of an unlimited number of common shares (the "Common Shares")and an unlimited number of preferred shares. As of April 10, 2001, there were 28,271,105 Common Shares and2,069,000 options to purchase Common Shares issued and outstanding; no preferred shares were issued andoutstanding;

4. on March 5, 2001, SITQ Acquisition Inc. (the "Offeror") made the Offer to purchase any and all of the CommonShares not already owned by the Offeror, its associates and its affiliates, at a price of $20 per Common Sharepayable in cash;

5. the Offeror has been incorporated under the Companies Act (Québec) and his head office is located inMontréal, Québec;

6. as a result of the compulsory acquisition procedures under the CBCA, the Offeror became the sole securityholder of the Filer on April 25, 2001;

7. the Common Shares have been delisted from The Toronto Stock Exchange on April 4, 2001 and no securitiesof the Filer are listed or quoted on any exchange or market;

8. the Filer has no other securities outstanding, including debt, outstanding;

9. the Filer has no current intention to distribute any securities to the public; and

10. compliance with continuous disclosure would place an unnecessary financial and administrative burden on theFiler.

AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers under the Legislation is that the Filer is deemed to have ceased to bea reporting issuer or the equivalent thereof under the Legislation.

DATED in Montréal, on May 17, 2001.

"Edvie Élysée"